Restructuring charge of $100 million will complete redesign of
national

office distribution, setting stage for single nationwide bank in
1997

New 12 million-share stock buyback authorized

CLEVELAND, Nov. 25 /PRNewswire/ -- KeyCorp (NYSE: KEY) today
announced the following strategic actions it will undertake in the next
year to complete its transformation to a nationwide, bank-based
financial services company:

* Formation of a single nationwide bank from Key's current
network of

12 banks in 14 states and four regions of the United States.

* Consolidation of nearly 140 of its branch offices, known as
KeyCenters,

into other KeyCenters.

* Reduction of approximately 2,700 positions, or 10 percent of
its

employment base.

As a consequence of these actions, KeyCorp plans to take a fourth
quarter 1996 restructuring charge of $100 million.

KeyCorp also announced its intention to sell slightly more than
140 KeyCenters in primarily rural areas.

KeyCorp further indicated that its Board of Directors authorized
a new share buyback program, effective immediately, whereby up to 12
million shares may be repurchased by the end of 1997.

The nationwide bank to be formed in 1997 will give Key two
national delivery vehicles. The new bank's business lines will
emphasize community and corporate banking products and services, and
will complement the delivery on a nationwide basis of consumer finance
products through KeyBank USA, which will remain as a separate company.
The resulting customer delivery system will not only be more closely
aligned with customer preferences and Key's strategic direction,
but will also be significantly more cost efficient. Corporate support
functions will be reorganized to become more responsive to the needs of
clients and customer-contact personnel.

KeyCorp management anticipates that the actions announced today
will result in annualized earnings benefits of approximately $110
million by the end of 1997. When added to expense reduction programs
outlined earlier this year, Key believes it has taken the major steps
necessary to achieve its previously-announced efficiency ratio target of
55 percent by the end of 1997, with further improvement thereafter.

"These are bold steps that will complete the process we
launched 18 months ago to transform Key into a nationwide financial
services provider," said Robert W. Gillespie, chairman, president
and chief executive officer.

"We are delighted with the progress we've made since
March 1995, under our First Choice 2000 plan of focusing on our
principal lines of business, significantly enhancing marketing and
technology resources, and positioning Key as a national
competitor," said Gillespie. "These actions will accelerate
our schedule for completion of these tasks and position Key among the
top-performing financial services companies in terms of both
productivity and earnings growth."

Key's transformation of its multi-state office network is
aimed at specializing its KeyCenters around target customer segments and
serving its communities, as well as preparing the franchise for full
interstate banking in the U.S. in 1997. The approximately 1,000
KeyCenters remaining after the actions announced today will continue to
undergo enhancements in terms of staff and product specialization,
technology additions, and design changes to fit the lifestyles and needs
of the target customer groups they serve. These efforts will be
supplemented by continued investment in Key's Telebanking Centers
and Electronic Commerce units, which have proven to be especially
popular among customers.

The workforce reduction will be distributed throughout KeyCorp
and its regions, and be represented in all job levels. Affected
employees will be eligible for other open positions within the company
or be offered separation assistance.

The major components of the planned fourth quarter charge are
expected to be as follows:

Branch Consolidation $20 million
Separation Assistance 52 million
Technology Write-offs 28 million
TOTAL $100 million

The technology write-offs reflect Key's accelerated plans
for organizing as a single nationwide bank, versus the current 12-bank,
four region banking group. Several minor systems are utilized
exclusively to support a multi-bank organization and would no longer be
required.

KeyCorp is one of the nation's largest financial services
companies with assets of about $65 billion. Through three principal
lines of business -- corporate banking, consumer finance, and community
banking -- the Cleveland-based company provides retail and wholesale
banking, investment, financing, and money management services to
individuals and companies across the U.S. Key companies have a presence
in 44 states from Maine to Alaska, including its network of KeyCenters,
1,800 ATMs, affiliate offices, and four telebanking centers
(1-800-KEY2YOU) that provide financial products and

services 24 hours a day, every day of the year. KeyCorp's Web site can be found at http://www.keybank.com.

Private Securities Litigation Reform Act of 1995

Forward Looking Statements Disclosure

This press release contains forward looking statements. Actual
results could differ materially from such statements for a variety of
factors including: (1) delays in obtaining, or inability to obtain,
necessary regulatory approvals in connection with merging of banks or
consolidation or sale of branches or otherwise, (2) inability to enter
into or delay in entering into satisfactory sales transactions in
connection with contemplated branch divestitures, (3) significant
customer losses in connection with branch consolidations (4) adverse
revenue impact from employee reduction or consolidation of branches, (5)
unanticipated delays in implementing or inability to achieve
contemplated employee reduction, or (6) changes in laws, accounting, tax
or regulatory practice or requirements.